W. Brett McGill
MARINEMAXAbout W. Brett McGill
W. Brett McGill, age 56, is MarineMax’s (HZO) Chief Executive Officer since October 2018, President since October 2017, and a director since February 2019 . Under his tenure, the company’s FY2020–FY2025 revenues increased from ~$1.51B to ~$2.31B (~53% growth)* while EBITDA rose from ~$121M to ~$152M (~25% growth)*, albeit with a post-2022 normalization; company TSR indexed to $100 (9/30/2020 base) moved from 189.01 in 2021 to 137.40 in 2024, reflecting cyclical headwinds . HZO’s 2024 diluted EPS was $1.65, down from $4.87 in 2023 and $8.84 in 2022, illustrating a tougher operating backdrop . The Board maintains an independent Chair separate from the CEO, mitigating dual‑role governance concerns .
| Performance Snapshot | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|---|
| Revenues ($) | 1,509,713,000* | 2,063,257,000* | 2,308,098,000* | 2,394,706,000* | 2,431,008,000* | 2,309,288,000* |
| EBITDA ($) | 121,187,000* | 225,065,000* | 284,622,000* | 244,206,000* | 169,684,000* | 151,585,321* |
| TSR (Value of $100, 9/30/20 base) | — | 189.01 | 116.05 | 127.85 | 137.40 | — |
Values retrieved from S&P Global*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MarineMax | Chief Executive Officer | Oct 2018–present | Overall strategy and execution; long-term value creation |
| MarineMax | President | Oct 2017–present | Corporate leadership; commercial and operating oversight |
| MarineMax | President & COO | Oct 2017–Oct 2018 | Enterprise operations leadership |
| MarineMax | EVP & COO | Oct 2016–Oct 2017 | Operations leadership |
| MarineMax | EVP, Operations | Oct 2015–Sep 2016 | Operational performance oversight |
| MarineMax | VP, West Operations | May 2012–Sep 2015 | Regional P&L and growth |
| MarineMax | Regional President | Mar 2006–May 2012 | Regional sales/operations leadership |
| MarineMax | VP, IT/Service/Parts | Oct 2004–Mar 2006 | IT, service, and parts leadership |
| MarineMax | Director, Information Services | Mar 1998–Oct 2004 | Information systems leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Integrated Dealer Systems (software) | Early career (software development firm) | Pre-1996 | Technology and systems background relevant to retail operations |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 815,000 | 975,000 | 1,000,000 |
| Target Cash Bonus (% of Salary) | — | — | 125% |
| Actual Cash Bonus Paid ($) | 1,862,532 | 1,218,750 | 1,191,548 |
| All Other Compensation ($) | 9,150 | 9,900 | 10,350 |
Notes: Target cash bonus % in 2024 for CEO is 125% of base .
Performance Compensation
- Annual cash incentive design (FY2024): 50% pretax income (annual), 30% aged inventory (Tier 1 15%, Tier 2 15%; quarterly), 20% Net Promoter Score (quarterly) with threshold/target/max schedules; payouts interpolate between thresholds .
| FY2024 Cash Incentive Metrics | Weight | Threshold Payout Trigger | Target | Max | Actual Attainment |
|---|---|---|---|---|---|
| Pretax Income (annual) | 50% | 85% of target (50%) | 100% | 125% (200%) | Not shown in quarterly table (annual measure) |
| Aged Inventory – Tier 1 | 15% | 100% (50%) | 105% (100%) | 115% (200%) | 200% in all quarters |
| Aged Inventory – Tier 2 | 15% | 100% (50%) | 105% (100%) | 115% (200%) | 200%, 75%, 200%, 200% by quarter |
| Net Promoter Score | 20% | 80% (50%) | 100% | 140% (200%) | 200% in all quarters |
- Equity incentives (FY2024 grants): CEO received TBRSUs 56,050 shares and PBRSUs 84,075 target shares on Nov 17, 2023; mix 40% TBRSU / 60% PBRSU; PBRSU metrics: pretax earnings improvement and inventory aging (50%/50%); PBRSU earned at ~87.5% of target; TBRSUs vest annually over 3 years; PBRSUs (2024 cohort) fully vest 9/30/2026 after a one-year performance period plus two-year service vesting .
| 2024 CEO Equity Awards (Grant 11/17/2023) | Shares/Target | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| TBRSUs | 56,050 | 1,699,997 | 3 equal tranches; vests annually to 9/30 of each year |
| PBRSUs (target) | 84,075 | 2,549,995 | Earned at ~87.5% of target; vests 9/30/2026 |
- Stock options: The company is not currently granting options to executive officers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (12/30/2024) | 233,038 shares; ~1.0% of outstanding |
| Unvested RSUs (excluded from beneficial tally) | 332,484 shares issuable upon vesting |
| Outstanding Unvested Awards (select lines, 9/30/2024) | 73,566 (11/17/2023); 14,648 (11/18/2022); 57,664 (11/18/2022); 8,089 (11/17/2023) |
| Upcoming Vesting Cadence | 2022 PBRSUs vest 9/30/2025; 2024 PBRSUs vest 9/30/2026; TBRSUs vest annually each Sept 30 |
| Hedging/Pledging | Hedging prohibited; pledging by directors/officers prohibited |
| Ownership Guidelines | Required holdings equal to 1–5x base salary/retainer; expected compliance within five years; directors and executive officers are expected to be in compliance within the timeframe |
Implication: Multiple September vesting dates (notably 9/30/2025 and 9/30/2026) may create periodic supply overhang windows absent 10b5‑1 plan discipline .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment Agreement | Dated Nov 29, 2018; includes confidentiality, non‑compete, non‑solicit, non‑interference |
| Termination without Cause / Good Reason | Cash severance equal to average base+bonus of prior two fiscal years for 30 months; equity (options/RSUs) vest at target; options exercisable up to full term (subject to tax constraints) |
| Change in Control (not approved by 2/3 directors or not same position) | Lump-sum severance (same 30‑month average base+bonus); full equity acceleration at target; options exercisable up to full term (subject to tax constraints) |
| Death | $1,000,000 cash; equity vests; options exercisable for full term (subject to constraints) |
| Disability | Lump sum of average base+bonus for one year; equity vests; options exercisable up to full term (subject to constraints) |
| 280G/4999 | “Best net” cutback to avoid excise tax; no gross‑up |
| Clawback | NYSE Rule 10D‑1 compliant clawback adopted Oct 2, 2023, for restatements; applies to Section 16 officers’ incentive-based comp |
Selected potential payout sizing as of 9/30/2024 hypothetical events:
- Involuntary Not for Cause or CoC: Cash severance $5,481,623; equity awards accounting value $3,343,180 .
- Death: $1,000,000 cash; equity awards accounting value $3,343,180 .
- Disability: Cash $2,192,649; equity awards accounting value $3,343,180 .
Board Governance
- Board role: CEO, President, and Director (not Chair; independent Chair is Rebecca White) .
- Committee memberships: CEO is not on Audit, Compensation, or Nominating/Governance Committees; all committees are fully independent .
- Independence: McGill is an employee director, not independent .
- Board attendance: 8 Board meetings in FY2024; no director <75% attendance; independent director executive sessions held regularly .
- Director compensation: Employees do not receive board retainers; CEO receives no separate board pay .
Compensation Governance, Peer Group, and Shareholder Feedback
- Compensation consultant: Compensation Advisory Partners (independent) .
- Peer group (2024 decisions): Polaris, Brunswick, Topgolf Callaway, Cavco, Big 5, OneWater Marine, H&E Equipment Services, Hibbett Sports, Kforce, LCI Industries, M/I Homes, Malibu Boats, Sportsman’s Warehouse, Vail Resorts, Winnebago, RH .
- Percentile targeting: Peer data used as a reference; no specific percentile target .
- Say‑on‑pay: ~99% approval at 2024 AGM (≈16.3M shares for) .
- Option repricing: Prohibited without shareholder approval .
Compensation Structure Analysis
| Indicator | Observation |
|---|---|
| Cash vs equity mix | CEO stock awards increased: $2.77M (2022) → $3.80M (2023) → $4.25M (2024), while cash bonuses normalized ($1.86M → $1.22M → $1.19M), shifting mix toward equity at risk . |
| Metric design | Annual cash incentive weights: 50% pretax income, 30% aged inventory, 20% NPS; multi-metric design mitigates single-metric risk . |
| PBRSU rigor/outcome | 2024 PBRSUs earned at ~87.5% of target, indicating non-trivial hurdles amid softer earnings environment . |
| Hedging/pledging | Prohibited—supports alignment and reduces downside protection behavior . |
| Clawback | NYSE 10D‑1 compliant recovery policy in place . |
Related Party and Family Relationships
- Family: W. Brett McGill is the son of founder and former Executive Chairman, William H. McGill, Jr.; compensation for related persons follows company policy; Board has a related‑party transaction policy .
Performance & Track Record
- Financial trendlines: FY2020–FY2025 revenues grew from ~$1.51B to ~$2.31B*, while EBITDA peaked in FY2022 then normalized to ~$152M in FY2025*, consistent with post‑pandemic marine retail reversion. Diluted EPS fell from $8.84 (2022) to $1.65 (2024) amid margin pressure and demand normalization .
- TSR: From a 9/30/2020 base of $100, cumulative TSR was 189.01 (2021), 116.05 (2022), 127.85 (2023), 137.40 (2024), lagging the Dow Jones US Retail TSM Index in 2021, outperforming in 2023–2024 .
Values retrieved from S&P Global*
Director Service Details (Board Service History and Dual-Role Implications)
- Service history: Director since Feb 2019; CEO since Oct 2018; President since Oct 2017 .
- Committee roles: None; all three key committees are independent-only .
- Dual-role implications: CEO is also a director, but Chair role is independent (separated from CEO), supporting oversight independence and mitigating CEO/Chair concentration concerns .
Investment Implications
- Alignment: Strong alignment signals—no hedging/pledging, robust ownership guidelines, and NYSE‑compliant clawback—combined with a multi‑metric incentive framework, support pay-for-performance credibility .
- Retention and change-in-control risk: CEO has sizable equity and a 30‑month severance/change‑in‑control design with full target equity acceleration; plan provides stability but also creates sizable one‑time costs in downside/transaction scenarios .
- Supply overhang windows: Concentrated RSU vesting dates (notably 9/30/2025 and 9/30/2026) may create episodic selling pressure; monitor 10b5‑1 plans and Form 4 cadence around those periods .
- Performance normalization: Equity payouts (PBRSUs at 87.5%) and lower cash bonuses reflect tougher macro and inventory normalization; investors should track pretax income targets, inventory aging vs industry, and NPS durability into FY2026 compensation cycles .
- Governance: Separation of Chair/CEO and fully independent committees offset familial ties and dual-role concerns, with high say‑on‑pay support indicating investor acceptance of the program .